-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HG5es4uyt/qkMns5a8IDHAl+fH24daJbcbb9mwPRn6gr9Xirt7QzqjNnaR0mZREF Fwa+TbBktQSYolJmkl7Ruw== 0001157523-07-002815.txt : 20070320 0001157523-07-002815.hdr.sgml : 20070320 20070319183032 ACCESSION NUMBER: 0001157523-07-002815 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070320 DATE AS OF CHANGE: 20070319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 07704677 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 8-K 1 a5358404.txt STANDARD PARKING CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section l3 and l5(d) of the Securities Exchange Act of l934 March 16, 2007 -------------- Date of report (date of earliest event reported) STANDARD PARKING CORPORATION ---------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 000-50796 16-1171179 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 274-2000 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. In March 2007, our Board of Directors authorized us to repurchase our common stock, on the open market or through private repurchases, for a value not to exceed $20 million, provided that we meet certain financial tests. In connection with this stock repurchase program, we also entered into an agreement on March 16, 2007 with Steamboat Industries LLC, our majority shareholder, to repurchase from Steamboat shares at the same price that we pay in each open-market purchase. The foregoing summary is subject in all respects to the actual terms of the Stock Repurchase Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Stock Repurchase Agreement, dated March 16, 2007, by and between Steamboat Industries LLC and the Registrant. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STANDARD PARKING CORPORATION Date: March 19, 2007 By: /s/ G. Marc Baumann ------------------------ G. Marc Baumann Chief Financial Officer - 3 - INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT - ------- --------------------------------------------------------------------- 10.1 Stock Repurchase Agreement, dated March 16, 2007, by and between Steamboat Industries LLC and the Registrant. - 4 - EX-10.1 2 a5358404ex101.txt EXHIBIT 10.1 Exhibit 10.1 ------------ STOCK REPURCHASE AGREEMENT This Stock Repurchase Agreement (this "Agreement") is entered into as of March 16, 2007, between Steamboat Industries LLC ("Seller") and Standard Parking Corporation, a Delaware corporation (the "Company"). RECITALS -------- A. Seller and its affiliates have control over certain shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"). B. The Board of Directors of the Company (the "Board") has authorized the repurchase of shares of its Common Stock for a value not to exceed $20.0 million (the "Repurchase"). C. The Repurchase authorized by the Board will be comprised of (i) open market repurchases of Common Stock authorized by the Company from time to time ("Open Market Purchases"), and (ii) repurchases of Common Stock from the Seller at the same price paid by the Company in each Open Market Purchase (the "SIL Repurchases"). D. Seller desires to sell and the Company desires to purchase shares of common stock of the Company (the "Shares") in accordance with the terms and conditions of this Agreement. AGREEMENT --------- NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and other good and valuable consideration, the parties agree as follows: 1. Purchase of Shares. From the date of this Agreement through the earliest to occur of, (a) the date upon which the Board shall terminate the Repurchase or, (b) the Company consummates the repurchase of shares having a value not to exceed $20 million (the "Term"), Seller hereby agrees to sell Shares to the Company from time to time, and the Company hereby agrees to purchase Shares from time to time, at the same price paid by the Company in each of its Open Market Purchases, as set forth on Schedule A attached hereto. The closing date of each SIL Repurchase shall be each Monday during the Term (or the next business day) for all Open Market Purchases that occurred during the prior week, if any, or such earlier date as determined by Seller (each such date to be considered a "Closing Date"). On each Closing Date, the Company shall pay the purchase price for the Shares to Seller in immediately available funds by check or by wire transfer to an account designated by Seller, and Seller shall deliver stock certificates representing the Shares together with an executed assignment separate from the certificates transferring the Shares to the Company or otherwise properly endorsed for transfer. The Company's officers shall thereafter cause the Shares to be cancelled or held by the Company as treasury stock. - 5 - 2. Specific Approval. The Company shall obtain the approval in advance (the "Specific Approval") of the Audit Committee (which may be by facsimile or electronic mail) of each specific repurchase transaction in accordance with Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended, if so requested by John V. Holten, directly or directly through any of Seller, the JVH Descendants' 2004 Trust and any other trust for which John V. Holten serves as trustee and which is the direct or indirect beneficial owner of shares of the Company. The Company shall notify the Audit Committee (which may be by facsimile or electronic mail) of the date of such repurchase transaction, number of shares, price per share and total consideration. The Closing Date for such repurchase transaction shall not occur until the Specific Approval has been obtained. The Specific Approval shall apply also with respect to John V. Holten, the JVH Descendants' 2004 Trust, and any other trust for which John V. Holten serves as trustee and which owns an interest in Seller, or is otherwise a direct or indirect beneficial owner of the shares of the Company under Section 16 of the Securities Exchange Act of 1934, as amended. 3. Representations and Warranties of Seller. Seller represents and warrants to the Company that: (a) Seller is the owner of the Shares to be sold hereunder, free and clear of any liens, encumbrances, security agreements, options, claims, charges or restrictions except as set forth in that certain Registration Rights Agreement between the Company and Seller dated as of June 2, 2004. (b) Following each Closing Date under this Agreement, Seller and its affiliates shall maintain voting control over a majority of the Common Stock. (c) Seller has full power and capacity to execute, deliver and perform under this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of the Seller in accordance with its terms. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Seller, enforceable in accordance with its terms. (d) Seller has entered into this Agreement based on its own investigation and analysis and that of its advisors, including legal counsel. (e) Seller has had an opportunity to review the federal, state and local tax consequences of the sale of the Shares to the Company and the transactions contemplated by this Agreement with its own tax advisors. Seller is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Seller understands that it (and not the Company) shall be responsible for its own tax liability, if any that may arise as a result of the transactions contemplated by this Agreement. 4. Arms Length Transaction. Each party has conducted its own investigation and analysis and freely and independently bargained for this Agreement at arms length without reliance on any other party and each party is receiving reasonably equivalent value and fair consideration. - 6 - 5. Miscellaneous. 5.1. Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in City of Chicago, State of Illinois, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. 5.2. Entire Agreement; Amendment; Waiver. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior understandings and agreements between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No failure on the part of a party to exercise and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other rights, remedy, power or privilege. 5.3. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. 5.4. Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 5.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. - 7 - IN WITNESS WHEREOF, the undersigned have executed this Stock Repurchase Agreement as of the date first referred above. STANDARD PARKING CORPORATION STEAMBOAT INDUSTRIES LLC By: /s/ James A. Wilhelm By: /s/ John V. Holten ------------------------------------- ------------------ Name: James A. Wilhelm Name: John V. Holten Title: President and Chief Executive Officer Title: Manager - 8 - -----END PRIVACY-ENHANCED MESSAGE-----